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Grown Rogue International Inc

Grown Rogue Reports First Quarter 2025 Results

  • Pro forma revenue (including New Jersey affiliate) and pro forma Adjusted EBITDA of $7.15 million and $1.57 million, up 7% and down 31% year over year, respectively, with a pro forma Adjusted EBITDA margin of 21.3%
  • On an apples-to-apples basis, without the 2024 first quarter contributions of the terminated Vireo Growth services agreement, pro forma revenue and pro forma Adjusted EBITDA were up 14% and down 21% year over year, respectively
  • Solid operating performance highlighted by operational KPIs and New Jersey launch helps balance the impact of growth investments in corporate overhead and substantial pricing pressure in Michigan and Oregon
  • New Jersey cultivation affiliate, ABCO Garden State LLC ("ABCO") produced revenue of $1.77M, was cash flow positive, and had Adjusted EBITDA of $0.77 million in its first full quarter of sales
  • Oregon and Michigan Adjusted EBITDA Margins of 34.1% and 36.4%, respectively, despite the lower pricing environment
  • Reported (IFRS) Revenue of $5.58 million and Adjusted EBITDA of $0.80 million
  • Augmenting investor disclosure with schedules for operational KPIs and a new Adjusted EBITDA methodology going back two years, and hosting our first quarterly conference call, today at 5pm ET

MEDFORD, Oreg., May 13, 2025 /CNW/ - Grown Rogue International Inc. ("Grown Rogue" or the "Company") (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the terroir of Oregon'sRogue Valley, is pleased to report its first quarter results ended March 31, 2025. The Company changed its fiscal year-end from October to December during 2024. All financial information is provided in U.S. dollars unless otherwise indicated. 

Summary and Pro forma Metrics

Three Months Ended March 31,


(US $ in millions)

2025

2024

YoY ∆

Pro forma Revenue*

$                          7.15

$                     6.65

7 %

Pro forma Adjusted EBITDA1

$                          1.57

$                     2.26

-31 %

% Pro forma EBITDA Margin

21.9 %

34.0 %

-1,208 bps

Reported Revenue

$                          5.58

$                     6.65

-16 %

Adjusted EBITDA1

$                          0.80

$                     2.26

-65 %

% Adjusted EBITDA Margin

14.3 %

34.0 %

-1,967 bps

* Includes revenue from New Jersey (ABCO) which is not included in Grown Rogue Consolidated results

 

Market Performance

Three Months Ended March 31,


(US $ in millions)

2025

2024

YoY ∆

Oregon




Total Revenue

$                          2.87

$                     3.05

-6 %

Adjusted EBITDA1

$                          0.98

$                     1.17

-16 %

% Adjusted EBITDA Margin

34.1 %

38.2 %

-410 bps

Michigan




Total Revenue

$                          2.51

$                     3.22

-22 %

Adjusted EBITDA1

$                          0.91

$                     1.51

-40 %

% Adjusted EBITDA Margin

36.4 %

47.0 %

-1,054 bps

New Jersey (ABCO)




Total Revenue

$                          1.77

$                           -


Adjusted EBITDA1

$                          0.77

$                           -


% Adjusted EBITDA Margin

43.4 %







 

Market Core KPIs

Three Months Ended March 31,


(US $ in millions)

2025

2024

YoY ∆

Oregon Indoor




Total Flower Harvested (lbs)

3,136

2,799

12 %

Cost Per Pound Produced

$                            414

$                      463

-11 %

Yield ("A"/"B") Flower (g/sf)

64

57

11 %

Yield ("A") Flower (g/sf)

42

43

-2 %

$ "A" Flower ASP

$                           661

$                     861

-23 %

Michigan




Total Flower Harvested (lbs)

2,974

2,757

8 %

Cost Per Pound Produced

$                            430

$                      486

-12 %

Yield ("A"/"B") Flower (g/sf)

64

61

5 %

Yield ("A") Flower (g/sf)

35

44

-19 %

$ "A" Flower ASP

$                           817

$                 1,120

-27 %

Other First Quarter 2025 Highlights:

  • Closed US$7.0mm credit facility at approximately 9% interest with a national, FDIC- insured commercial bank
  • The remaining convertible lenders converted $3.3mm of outstanding convertible debentures not due until 2027, saving approximately $0.3mm in annual interest expense
  • Nile, the Company's affiliated dispensary located in West New York, New Jersey, opened in February 2025, with its grand opening event in April.
  • Developed an infused pre-roll processing lab in Oregon and soft launched infused pre-rolls in Oregon.

Management Commentary from CEO, Obie Strickler

"In October 2023 we announced our entry into the New Jersey market, driving growth and the expansion of our foundation built on properly scaled, low-cost, high-quality flower production. The first quarter of 2025 marked our first full quarter of New Jersey sales where we are showing strong month-to-month improvement in sales penetration, re-order rates, quality, yield, and cost control. I am particularly pleased with our financial results, with ABCO reporting $1.8M in revenue and 43% Adjusted EBITDA margins while only approximately at 25% sell-through of the facilities' full capacity. We expect to complete Phase II construction, bringing our full capacity to 1,000 to 1,200lb of whole flower, in late 2025.

As part of our growth plan and the goal to enter one new state each year, we have been investing in our team and systems, which is reflected in our corporate expenses. I am particularly proud of our team's resilience and grit as we navigate pricing pressure in both Oregon and Michigan which affects our current profitability in both markets, yet we're maintaining Adjusted EBITDA margins in the mid 30% range. I remind our team frequently, and it's important for our shareholders as well, that these high-pressure competitive environments are what we are built for and historically when we've made some of our biggest efficiency and quality improvements. Despite year-over-year pricing pressure greater than 20% in both markets, this rising competition plays to our strengths and creates more opportunities for us to grab market share and further our brand awareness. We always have room for improvement, and while total pounds harvested, yield per square foot, and cost per pound produced were all positive year over year in both Oregon and Michigan, we saw a downtick in our "A" flower production in Michigan that we have identified and are correcting. While we don't have a crystal ball with respect to pricing, we expect our operational improvements to materialize in our KPIs as we move through the year. We believe our overhead investments position us well to support New Jersey and the next 2-3 states, starting with Illinois where construction has already begun. 

Although our team is never satisfied, I believe we're doing a remarkable job of executing against the things we control. Our near-term focus remains on continuous operational improvements, construction of phase two at the New Jersey facility, the buildout of our facility in Illinois, and our ongoing pursuit of additional markets and opportunities. We continue to believe that high-quality, low-cost, cannabis flower cultivation, that delights customers, is a protectable moat".

Segmented Adjusted EBITDA

Q1 2025

Q4 2024

Q3 2024

Q2 2024

Q1 2024

Q4 2023**

Q3 2023**

Q2 2023**

Q1 2023**

(US $ in millions)










Oregon

$                          0.98

$                     0.71

$            0.60

$              1.14

$                     1.17

$                 1.35

$              1.10

$                    0.90

$                  1.27

Michigan

$                          0.91

$                     0.94

$            1.88

$              1.69

$                     1.51

$                 1.61

$              1.34

$                    1.26

$                 (0.46)

New Jersey

$                          0.77

$                     0.08

$                  -

$                    -

$                           -

$                       -

$                    -

$                          -

$                        -

Corporate*

$                         (1.09)

$                    (1.34)

$          (0.81)

$            (0.76)

$                    (0.42)

$               (0.97)

$            (0.33)

$                  (0.25)

$                  0.45

Pro forma Adjusted EBITDA

$                           1.57

$                     0.40

$            1.67

$              2.08

$                     2.26

$                 2.00

$              2.11

$                    1.92

$                  1.26

* Includes services revenue from March 2023 - September 2024







**Historical 2023 periods are for Fiscal Quarter of the year ending October 31, 2023





Management Commentary from CFO, Andrew Marchington

"To help investors understand our business, we're providing historical Adjusted EBITDA performance by segment calculated consistent with how we're reporting the first quarter of 2025 with a bridge to our previous methodology in the tables below. We migrated to what we anticipate will be a more conservative and consistent methodology. With this change and the disclosure of our operational KPIs, our goal is to give investors an accurate view of how our business is performing in line with how we view business performance internally. Because we continue to report under IFRS, the main adjustments relate to the fair-value adjustments for financial instruments and inventory that affect our cost of goods sold, which reflects how we evaluate our business internally. Our new methodology avoids other adjustments except for stock-based compensation. And as a reminder, given the complexity of our financial reporting with respect to ABCO in New Jersey, we are providing quarterly selected unaudited financial information for ABCO and pro forma performance metrics.

Conference Call and Webcast Information

Grown Rogue management will host a conference call with the investment community today, May 13, 2025, at 5:00pm ET (2:00pm PT) to discuss its quarterly financial results, operational performance and business development plans. Interested parties may attend the conference call by dialing 1-800-836-8184 (Toll-Free in U.S. and Canada) or 1-646-357-8785 (Toll) and referencing conference ID number 74084. A live audio webcast of this event will also be available via the following link: https://app.webinar.net/g5d4xqP8kNM.

About Grown Rogue

Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, and New Jersey and under development in Illinois, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company's roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company's passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company's strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit www.grownrogue.com.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended March 31,


2025

2024

Revenue



Product sales

5,378,463

6,271,304

Service revenue

198,000

383,170

Total revenue

5,576,463

6,654,474

Cost of goods sold



Cost of finished cannabis inventory sold

(2,923,521)

(2,772,685)

Costs of service revenue

-

(100,069)

Gross profit, excluding fair value items

2,652,942

3,781,720

Realized fair value amounts in inventory sold

(519,165)

(927,479)

Unrealized fair value gain (loss) on growth of biological assets

122,766

403,414

Gross profit

2,256,543

3,257,655

Expenses



Amortization of intangible assets

-

-

Amortization of property and equipment

114,135

255,052

General and administrative

2,303,148

2,019,324

Share-based compensation

767,609

56,185

Total expenses

3,184,892

2,330,561

Income from operations

(928,349)

927,094

Other income and (expense)



Interest expense

(118,456)

(89,687)

Accretion expense

(220,133)

(381,663)

Other income

618,883

16,975

Interest Income

388,460

99,298

Unrealized gain (loss) on derivative liability

2,843,248

(5,660,040)

Unrealized gain (loss) on warrants asset

(1,172,492)

1,292,848

Loss on equity investment in associate

(79,627)

-

Total other income and (expense) 

2,259,883

(4,722,269)

Gain (loss) from operations before income tax

1,331,534

(3,795,175)

Income tax

(250,992)

(370,525)

Net income (loss)

1,080,542

(4,165,700)

Other comprehensive income (items that may be subsequently reclassified to profit & loss)



Currency translation

7,835

(2,740)

Total comprehensive income (loss)

1,088,377

(4,168,440)

Gain (loss) per share attributable to owners of the parent - basic

0.00

(0.02)

Weighted average shares outstanding - basic

227,188,817

183,184,310

Loss per share attributable to owners of the parent - diluted



Weighted average shares outstanding - diluted



Gain (loss) per share attributable to owners of the parent - diluted

(0.01)

0.01

Weighted average shares outstanding - diluted

249,235,841

214,046,728

Net income (loss) for the period attributable to:



Non-controlling interest

83,000

30,728

Shareholders

997,542

(4,196,428)

Net income

1,080,542

(4,165,700)

Comprehensive income (loss) for the period attributable to:



Non-controlling interest

83,000

30,728

Shareholders

1,005,377

(4,199,168)

Total comprehensive income

1,088,377

(4,168,440)

 

Condensed Consolidated Statement of Financial Position

 March 31, 2025 

 December 31, 2024 

ASSETS



Current assets



Cash and cash equivalents

6,228,675

4,682,221

Restricted Cash

3,300,000

-

Accounts receivable

2,013,578

1,596,912

Biological assets

1,563,852

1,554,622

Inventory

4,643,513

4,769,776

Prepaid expenses and other assets

1,279,450

864,009

Notes receivable

8,109,318

7,189,635

Total current assets

27,138,386

20,657,175

Marketable securities



Warrants asset

3,683,302

4,855,795

Other Investments

1,730,736

1,810,363

Notes receivable

2,689,281

2,613,969

Property and equipment

11,841,726

11,870,220

Deferred tax asset

303,778

250,620

Intangible assets

1,257,668

1,257,668

TOTAL ASSETS

48,644,877

43,315,810

LIABILITIES



Current liabilities



Accounts payable and accrued liabilities

1,758,761

2,107,619

Current portion of lease liabilities

845,563

736,453

Current portion of long-term debt

1,155,549

227,679

Current portion of convertible debentures

1,683,022

1,945,226

Current portion of business acquisition consideration payable

550,349

536,881

Interest payable

-

-

Unearned revenue

-

-

Derivative liabilities

7,316,954

12,504,175

Warrants payable



Income tax payable

1,542,352

1,907,177

Total current liabilities

14,852,550

19,965,210

Accrued liabilities

-


Lease liabilities

4,430,272

4,475,490

Long-term debt

6,759,824

1,001,681

Convertible debentures

-

-

Business acquisition consideration payable

1,637,826

1,693,540

Other non-current liablities (Note 20)

479,421

269,883

TOTAL LIABILITIES

28,159,893

27,405,804

EQUITY



Share capital

41,359,728

38,499,491

Shares issuable

-

-

Subscriptions payable (Note 13)



Contributed surplus

9,645,118

9,025,541

Accumulated other comprehensive income (loss) 

(118,095)

(125,930)

Accumulated deficit

(31,843,005)

(32,847,333)

Equity attributable to shareholders

19,043,746

14,551,769

Non-controlling interest

1,441,238

1,358,238

TOTAL EQUITY

20,484,984

15,910,007

TOTAL LIABILITIES AND EQUITY

48,644,877

43,315,811

 

Three months ended

Condensed Consolidated Statements of Cash Flow (unaudited)

 March  31, 2025 

 March 31, 2024 

Cash provided by (used in)



Operating activities



Net income (loss)

1,080,542

(4,165,700)

Adjustments for non-cash items in net income (loss):



Amortization of property and equipment

114,135

255,052

Amortization of property and equipment included in costs of inventory sold

448,661

439,632

Amortization of intangible assets

-


Unrealized fair value gain amounts on growth of biological assets

(122,766)

(403,414)

Changes in fair value of inventory sold

519,165

927,479

Deferred incomes taxes

(53,161)

(93,251)

Share-based compensation

767,609

56,185

Stock option expense

-


Accretion expense

220,133

381,663

Accrued interest

(383,504)

-

Loss on equity method investment

79,627


Gain on extinguishment on note receivable

-


(Gain) Loss on disposal of property & equipment

26,715

2,177

(Gain) / Loss on warrants asset

1,172,493

(1,292,847)

(Gain) loss on fair value of derivative liability

(2,843,248)

5,660,040

Loss on acquisition of non-controlling interest paid in shares

-


Effects of foreign exchange

7,835

(2,740)


1,034,236

1,764,275

Changes in non-cash working capital (Note 15)

(1,990,925)

(422,527)

Net cash provided by operating activities

(956,689)

1,341,748




Investing activities



Purchase of property, equipment & intangibles

(67,360)

(297,314)

Acquisition of Canopy Management and Golden Harvests

(43,289)


Dividend issued from Golden Harvests, LLC to minority owner

-


Cash advances and loans made to other parties

(611,491)

(2,947,998)

Repayment of principal and interest

-


Canopy buyout

-


Equity investment in ABCO Garden State LLC

-


Other Investment



Repayment of bridge note

-


Net cash used in investing activities

(722,140)

(3,245,312)




Financing activities



Proceeds from sale of units of subsidiary

-


Proceeds from issuance of convertible debentures

-

600,000

Proceeds from long term-debt

7,000,000

-

Long-term debt issuance costs

(123,373)


Proceeds from exercise of warrants

-

4,657,460

Proceeds from exercise of stock options

13,552

168,183

Proceeds from brokered private placement

-


Payment of equity and debt issuance costs

-


Repayment of long-term debt

(146,187)

(284,406)

Repayment of convertible debentures

(74,250)

(141,478)

Proceeds of subscription receipts

-


Payments of lease principal

(144,459)

(447,690)

Net cash provided by (used in) financing activities

6,525,283

4,552,069




Change in cash

4,846,454

2,648,505

Cash balance, beginning

4,682,221

6,804,579

Cash balance, ending

9,528,675

9,453,084

Historical Core Operational KPIs

(US $ in millions)

Q1 2025

Q4 2024

Q3 2024

Q2 2024

Q1 2024

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Oregon Indoor










Total Flower Harvested (lbs)

3,136

3,122

3,100

2,457

2,799

2,726

2,667

2,611

2,856

Cost Per Pound Produced

$                            414

$                      429

$              425

$               563

$                       463

$                   503

$               524

$                     503

$                   411

Yield ("A"/"B") Flower (g/sf)

64

67

63

58

57

56

59

62

61

Yield ("A") Flower (g/sf)

42

49

43

42

43

37

42

37

42

$ "A" Flower ASP

$                           661

$                     729

$             812

$              825

$                      861

$                  953

$              949

$                    837

$                  868











Michigan










Total Flower Harvested (lbs)

2,974

3,104

3,215

3,010

2,757

2,522

2,551

2,270

2,629

Cost Per Pound Produced

$                            430

$                      411

$              407

$               432

$                       486

$                   486

$               492

$                     551

$                   494

Yield ("A"/"B") Flower (g/sf)

64

66

65

64

61

59

59

56

60

Yield ("A") Flower (g/sf)

35

39

41

43

44

48

46

43

45

$ "A" Flower ASP

$                           817

$                     914

$             958

$          1,106

$                  1,120

$              1,162

$          1,178

$                    927

$                  925

Historical Adjusted EBITDA Bridge

(US $)

Q1 2023

Q2 2023

 Q3 2023

Q4 2023

FY2023

Q1 2024

Q2 2024

Q3 2024

Q4 2024

FY2024

Q1 2025













Oregon as previously reported

731,235

1,074,365

1,121,814

890,622

3,818,036

1,166,517

1,143,355

595,527

716,829

3,622,228

978,799

   Other income/expense

(222,220)

(171,573)

(16,961)

-

(410,754)

(190)

-

-

(2,688)

(2,878)


   Gain/loss on sale of assets

168,144

-

-

-

168,144

-

-

-

-

-


Oregon Adj EBITDA as recast

677,159

902,792

1,104,853

890,622

3,575,426

1,166,327

1,143,355

595,527

714,141

3,619,350


























Michigan as previously reported

1,122,816

1,293,834

1,335,970

1,299,461

5,052,081

1,396,775

1,576,213

1,725,741

1,060,877

5,759,606

912,334

   Other income/expense

-

-

(910)

(13,133)

(14,043)




(238,848)

(238,848)


   Gain/loss on sale of assets

-

-

-

13,881

13,881





-


   Elimination of Michigan management fees 






114,000

114,000

155,381

122,667

506,048


   Costs associated with acquisition of Golden Harvests










-


Michigan Adj EBITDA as recast

1,122,816

1,293,834

1,335,060

1,300,209

5,051,919

1,510,775

1,690,213

1,881,122

944,696

6,026,806


























Corporate as previously reported

(515,845)

(258,325)

(366,129)

(94,396)

(1,234,695)

(105,501)

(197,219)

(224,436)

824,857

297,701

(1,093,051)

   Other income/expense

(1,554)

1,650

4,305

(21,091)

(16,690)

(118,260)

(191,834)

258,357

(1,645,250)

(1,696,987)


   Gain/loss on sale of assets

-

-

-

-

-

-

-



-


   Compliance costs

(17,997)

(18,784)

(22,946)

(24,020)

(83,747)

-

-

(79,091)

-

(79,091)


   Costs associated with acquisition of Golden Harvests





-





-


   New production location startup costs






(77,314)

(77,314)

(432,911)

(300,358)

(887,897)


   Elimination of Michigan management fees 






(114,000)

(114,000)

(155,381)

(122,667)



   Eliminated ABCO management fees








(46,200)

46,200

-


   Non-recurring legal and transaction costs







(177,641)

(9,701)

-

(187,342)


   One-time compensation payments








(121,336)

(143,000)

(264,336)














Corporate + Services Adj EBITDA as recast

(535,396)

(275,459)

(384,770)

(139,507)

(1,335,132)

(415,075)

(758,008)

(810,699)

(1,340,218)

(3,324,000)














a-EBITDA Total as previously reported

1,338,206

2,109,874

2,091,655

2,095,687

7,635,422

2,457,791

2,522,349

2,096,832

2,602,563

9,679,535

798,082













a-EBITDA Total recast

1,264,579

1,921,167

2,055,143

2,051,324

7,292,213

2,262,027

2,075,560

1,665,950

318,619

6,322,156

798,082

Grown Rogue Adjusted EBITDA Reconciliation

Adjusted EBITDA Reconciliation   

Three Months Ended March 31,

(US $ in millions)

2025

2024

Net income (loss), as reported

1.08

(4.17)

Add back realized fair value amounts included in inventory sold

0.52

0.93

Deduct unrealized fair value gain on growth of biological assets

(0.12)

(0.40)

Add back amortization of property and equipment included in cost of sales

0.45

0.44

Add back interest and interest accretion expense, as reported

0.34

0.47

Add back amortization of property and equipment, as reported

0.11

0.26

Deduct unrealized gain/add back unrealized loss on derivative liability, as reported

(2.84)

5.66

Deduct unrealized gain on warrants asset, as reported

1.17

(1.29)

Loss on equity method investment in associate

0.08

-

Interest income

(0.39)

(0.10)

Other (income) / Loss

(0.62)

(0.02)

Add back income tax expense, as reported

0.25

0.37

EBITDA

0.03

2.15

Add back share-based compensation

0.77

0.06

Costs related to acquisiton of Golden Harvests

-

0.06

Adjusted EBITDA

0.80

2.26

ABCO Garden State Adjusted EBITDA Reconciliation

Adjusted EBITDA Reconciliation   

Three Months Ended March 31,

(US $ in millions)

2025

Net income (loss), as reported

(0.18)

Add back realized fair value amounts included in inventory sold

0.76

Deduct unrealized fair value gain on growth of biological assets

(0.40)

Add back amortization of property and equipment included in cost of sales

0.21

Add back other (income) expense, as reported

(0.10)

Add back interest and interest accretion expense, as reported

0.45

Add back amortization of property and equipment, as reported

0.03

Add back income tax expense, as reported

0.00

Adjusted EBITDA

0.77

 

Segmented Adjusted EBITDA Reconciliation

Three Months Ended March 31, 2025

(US $ in millions)

  Oregon

  Michigan

  Corporate

  Consolidated

Revenue

2.87

2.51

0.20

5.58

Costs of revenue, excluding fair value adjustments

(1.55)

(1.37)

-

(2.92)

Gross profit (loss) before fair value adjustments

1.32

1.14

0.20

2.65

Net fair value ("FV") adjustments

(0.33)

(0.06)

-

(0.40)

Gross profit

0.99

1.07

0.20

2.26

Operating expenses:





General and administration

0.58

0.43

1.29

2.30

Depreciation and amortization

0.03

0.03

0.05

0.11

Share based compensation

-

-

0.77

0.77

Other income and expense:





Interest and accretion

(0.05)

(0.02)

(0.27)

(0.34)

Interest income

-

-

0.39

0.39

Unrealized (loss) gain on derivative liability

-

-

2.84

2.84

Unrealized (loss) gain on warrants asset

-

-

(1.17)

(1.17)

Loss on equity method investment in associate

-

-

(0.08)

(0.08)

Other income and expense

0.01

0.00

0.60

0.62

Net income (loss) before tax

0.34

0.59

0.40

1.33

Tax

-

-

(0.25)

(0.25)

Net income (loss) after tax

0.34

0.59

0.15

1.08

Net FV adjustments

0.33

0.06

-

0.40

Amortization of property and equipment included in cost of sales

0.24

0.21

-

0.45

Amortization of property and equipment

0.03

0.03

0.05

0.11

Unrealized derivative liability

-

-

(2.84)

(2.84)

Unrealized warrants asset

-

-

1.17

1.17

Loss on equity method investment in associate

-

-

0.08

0.08

Other (income) expense

(0.01)

(0.00)

(0.60)

(0.62)

Interest income

-

-

(0.39)

(0.39)

Interest and accretion

0.05

0.02

0.27

0.34

Income tax

-

-

0.25

0.25

EBITDA before one-time adjustments

0.98

0.91

(1.86)

0.03

Add back share-based compensation

-

-

0.77

0.77

Costs related to acquisiton of Golden Harvests

-

-

-

-

Adjusted EBITDA

0.98

0.91

(1.09)

0.80

NOTES: 

  1. The Company's "aEBITDA," or "Adjusted EBITDA," is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines "EBITDA" as the Company's net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on change in fair value of derivative liabilities, the effects of fair-value accounting for biological assets and inventory, as well as other non-cash items and items not representative of operational performance as reported in net income (loss). Adjusted EBITDA is defined as EBITDA adjusted for the impact of various significant or unusual transactions. The Company believes that this is a useful metric to evaluate its operating performance.  The Company defined "Pro Forma Adjusted EBITDA" as the combined Adjusted EBITDA of the Company plus the Adjusted EBITDA of New Jersey (ABCO), with any intercompany transactions eliminated.
  2. "Pro forma Revenue" is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines "Pro forma Revenue" as combined revenue of the Company plus revenue of New Jersey (ABCO), an affiliate which is accounted for as an equity method investment, with any intercompany revenues eliminated.

NON-IFRS FINANCIAL MEASURES  

EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Revenue are non-IFRS measures and do not have standardized definitions under IFRS. The Company has also provided unaudited pro-forma financial information, which assumes that operations which will be consolidated in the future are consolidated in the current reported periods. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein. Accordingly, the following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. 

FORWARD-LOOKING STATEMENTS

This press release contains statements which constitute "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward‐ looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning the business of the Company's future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Company's public disclosure documents filed on Sedar.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are disclosed in the Company's Listing Statement filed on its issuer profile on SEDAR+ at   www.sedarplus.ca . Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Grown Rogue International Inc.